ENVISION HEALTHCARE CORPORATION (NYSE:EVHC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On August7, 2017, in connection with the entry by the Company into the Purchase Agreement, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved certain compensatory arrangements of Randel G. Owen, Executive Vice President and Group President-Ambulatory Services, conditioned on the completion of the transactions contemplated under the Purchase Agreement and Mr.Owen’s waiver of any claims he may have to severance and other benefits. The Committee approved the acceleration of vesting of Mr.Owen’s 2016 award of performance-based units, 2016 option award, 2017 restricted stock unit award and 2017 award of performance-based units, in each case providing that all unvested shares under each such award shall automatically vest upon the Closing. The performance-based units will vest at the target share number set forth in the applicable award agreements. In addition, the Committee approved a one-time cash transaction bonus of $1.5million, which is payable to Mr.Owen at the Closing.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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ExhibitNo. |
Description |
| 2.1 | Stock Purchase Agreement, dated as of August7, 2017, by and among Air Medical Group Holdings, Inc., Emergency Medical Services LP Corporation, AMR Holdco, Inc. and, for certain purposes of the Agreement, Envision Healthcare Corporation.* |
| * | The schedules and exhibits to the Stock Purchase Agreement have been omitted from this filing to Item 601(b)(2) of Regulation S-K. Registrant will furnish copies of such schedules and exhibits to the Securities and Exchange Commission upon request. |
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENVISION HEALTHCARE CORPORATION | |
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By: |
/s/ Claire M. Gulmi |
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Name: Title: |
Claire M. Gulmi Executive Vice President and Chief Financial Officer (Principal Financial and Duly Authorized Officer) |
| Date: August10, 2017 |
EXHIBIT INDEX
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ExhibitNo. |
Description |
| 2.1 | Stock Purchase Agreement, dated as of August7, 2017, by and among Air Medical Group Holdings, Inc., Emergency Medical Services LP Corporation, AMR Holdco, Inc. and, for certain purposes of the Agreement, Envision Healthcare Corporation.* |
| * | The schedules and exhibits to the Stock Purchase Agreement have been omitted from this filing Envision Healthcare Corp ExhibitEX-2.1 2 d441541dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT BY AND AMONG AIR MEDICAL GROUP HOLDINGS,…To view the full exhibit click here
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